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[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP]

July 3, 2007

Mr. Christian T. Sandoe

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

            RE:

            Claymore/Guggenheim Strategic Opportunities Fund

(File Nos. 333-138686 and 811-21982)

Dear Mr. Sandoe:

Claymore/Guggenheim Strategic Opportunities Fund (formerly, Claymore Strategic Opportunities Fund), a newly organized, diversified, closed-end management investment company (the “Fund”), filed a registration statement on Form N-2 (File Nos. 333-138686 and 811-21982) (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”), under the Securities Act of 1933, as amended (the “1933 Act”) and the Investment Company Act of 1940, as amended (the “1940 Act”), on November 14, 2006.  We received your letter, dated December 11, 2006, setting forth your comments to the Registration
Statement (the “Comment Letter”).  Current market conditions are such that the Fund has determined to proceed with an initial public offering of its common shares, and on May 31, 2007 the Fund filed Pre-Effective Amendment No. 1 to the Registration Statement.  In addition, we filed on behalf of the Fund a letter, dated May 31, 2007 (the “Response Letter”)  in response to your comments set forth in the Comment Letter.  On June 26, 2007 the Fund commenced marketing of its initial public offering and filed Pre-Effective Amendment No. 2 to the Registration Statement, which included a preliminary prospectus dated June 26, 2007 that is being distributed as contemplated by Rule 460 under the 1933 Act (the “Preliminary Prospectus”). It is contemplated presently that the Fund would request effectiveness of the Registration
Statement on or about July 25, 2007.

This letter addresses a certain investment policy of the Fund (which policy was not commented upon in your Comment Letter nor addressed in our Response Letter) relating to the Fund’s ability to invest in other pooled investment vehicles, including investment companies registered under the 1940 Act (“Registered Investment Funds”), private investment funds that are excluded from the definition of “investment company” under the 1940 Act solely by operation of Section 3(c)(1) or 3(c)(7) thereof (“Private Investment Funds”), and other pooled or structured investment vehicles (“Other Investment Vehicles,” and collectively with Registered Investment Funds and Private Investment Funds, “Investment Funds”), including Private Investment Funds and Other Investment Vehicles for which affiliates of the Fund’s investment sub-adviser may act as investment adviser or manager (“Affiliated Investment Funds”).  For the reasons set forth in this letter, we believe that the Fund’s investment policy with respect to

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Affiliated Investment Funds is consistent with and permissible under the 1940 Act and that the Fund may pursue such investment policy without exemptive or other relief under the 1940 Act.  However, the Commission has on occasion made statements to the effect that the affiliated transaction restrictions of Sections 17(a) and 17(d) of the 1940 Act and Rule 17d-1 thereunder may apply to certain investments by a registered investment company in Registered Investment Funds and Private Investment Funds that are first- or second-tier affiliated persons.

In light of Congress’s clear understanding and intent regarding the provisions of Section 12(d)(1) of the 1940 Act that specifically authorize certain limited investments by registered investment companies in Registered Investment Funds and Private Investment Funds, we believe that such statements regarding the affiliated transaction restrictions cannot be construed to apply to investments in affiliated Registered Investment Funds and Private Investment Funds that fall squarely within the statutory provisions of, and are not in excess of the limitations set forth in, Section 12(d)(1).  Furthermore, in the absence of Commission guidance to the contrary, we believe that investments by a registered investment company in affiliated Other Investment Vehicles—which are not considered investment companies for purposes of Section 12(d)(1) and therefore not subject to the restrictions
of Section 12(d)(1)—are not prohibited by Section 17(d), provided that such investments are made in accordance with the statutory exemption set forth in Section 17(a)(1)(B).   The Fund is seeking clarification from the Commission staff as to the applicability of Section 17(a) and 17(d) and Rule 17d-1 to the Fund’s investment policy.

The Fund intends to proceed with its initial public offering and request effectiveness of the Fund’s Registration Statement on or about July 25, 2007, and to invest the proceeds of such offering in accordance with the investment objective and policies as described in the Fund’s prospectus, including investments in Affiliated Investment Funds.  The Fund respectfully requests clarification that the Staff of the Commission would not consider such investments inconsistent with Commission interpretations of the applicable statutory provisions.  The Fund would appreciate resolving this matter prior to the commencement the Fund’s investment operations. However, to the extent that such clarification is not received prior to commencement of the Fund’s investment operations, we note that the Fund’s Preliminary Prospectus states that the “Fund may only invest in
Affiliated Investment Funds to the extent permitted by applicable law and related interpretations of the staff of the SEC.”  Under current market conditions, the Fund’s sub-adviser anticipates that approximately 5% of the Fund’s total assets would be allocable to Affiliated Investment Funds, subject to clarification by the Staff regarding the Fund’s investment policy.  Pending such clarification, such portion of the Fund’s total assets may be allocated to other investments, including investments in non-affiliated Investment Funds.  However, the Fund’s sub-adviser believes that such Affiliated Investment Funds afford the Fund access to certain asset classes and investment strategies that are uniquely attractive to the Fund.

            Description of the Fund and Its Investment Policies

The Fund’s investment objective is to maximize total return through a combination of current income and capital appreciation.  The Fund will pursue a relative value-based investment philosophy, which utilizes quantitative and qualitative analysis to seek to identify securities or spreads between securities that deviate from their perceived fair value and/or historical norms. Claymore Advisors, LLC (the “Adviser”) acts as the investment adviser for the Fund and Guggenheim Partners Asset Management, LLC (the “Sub-Adviser”) acts as sub-adviser for the Fund and is responsible for the management of the Fund’s portfolio of securities.  The Sub-Adviser seeks to combine a credit-managed fixed-income portfolio with access to a diversified pool of alternative investments and
equity strategies.

The Fund may allocate its assets among a wide variety of Income Securities and Common Equity Securities, each as defined in the prospectus included in the Registration Statement (the “Prospectus”), provided that, under normal market conditions, the Fund will not invest more than:

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            60% of its total assets in Income Securities rated below-investment grade;

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            50% of its total assets in Common Equity Securities consisting of common stock;

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            20% of its total assets in non-U.S. dollar denominated Income Securities; and

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            10% of its total assets in Income Securities of issuers in emerging markets.

As an alternative to holding investments directly, the Fund may also obtain investment exposure to Income Securities and Common Equity Securities by investing in Investment Funds, including Registered Investment Funds, Private Investment Funds and/or Other Investment Vehicles. The Fund may invest up to 20% of its total assets in Investment Funds that primarily hold (directly or indirectly) investments in which the Fund may invest directly, of which amount up to 10% of the Fund’s total assets may be invested in Registered Investment Companies (the “Investment Fund Policy”).  In this respect, the Fund’s Investment Fund Policy is substantially identical to policies of other closed-end investment companies the registration statements of which have been declared effective recently by the staff of the SEC.  See, e.g., Eaton Vance Credit Opportunities Fund (File Nos. 333-134729 and 811-21820), declared effective on August 8, 2006; Highland Strategies Fund (File Nos. 333-132436 and 811-21869, declared effective on June 23, 2006.

Pursuant to the Fund’s Investment Fund Policy, the Fund may invest in Affiliated Investment Funds, subject to certain conditions as set forth in the Prospectus.  The Fund would only invest in Affiliated Investment Funds (i) that offer their securities to unaffiliated third parties (including to existing security holders of such Affiliated Investment Funds) and (ii) only on the same terms and at the same times as such securities are offered to such unaffiliated third parties.  Thus, the Fund would purchase interests in Affiliated Investment Funds on the same terms as non-affiliated investors, as those terms are set forth in the applicable offering documents of the Affiliated Investment Funds, and would therefore participate in the general offering of such interests on the same terms and to the same extent as such non-affiliated investors.  The Fund would not pay any sales charges in
connection with its purchases of Affiliated Investment Funds.  To avoid duplication of fees and expenses, investments in Affiliated Investment Funds would not constitute Managed Assets (as defined in the Prospectus) for purposes of determining the amount of management fees payable by the Fund to the Sub-Adviser.   Thus, although the Fund would pay its pro rata share of the fees and expenses allocable to its investments in Affiliated Investment Funds to the same extent as other non-affiliated investors in the Affiliated Investment Funds, no advisory fee would be paid by the Fund to the Sub-Adviser on Fund assets invested in Affiliated Investment Funds.

Applicable Statutory Provisions

Section 12(d)(1)(A).  Section 12(d)(1)(A) of the 1940 Act limits the ability of investment companies to purchase or otherwise acquire any securities issued by other investment companies.  If the acquiring investment company is a registered investment company, the registered investment company and any company or companies controlled by such registered investment company (collectively, the “Acquiring Registered Company”) may not purchase or otherwise acquire any securities issued by any other investment company (the “Acquired Investment Company”) if the Acquiring Registered Company owns in the aggregate (i) more than 3 percent of the total outstanding voting stock of the Acquired Investment Company; or (ii) securities issued by the Acquired Investment
Company having an aggregate value in excess of 5 percent of the value of the total assets of the Acquiring Registered Company; or (iii) securities issued by the Acquired Investment Company and all other investment companies having a value in excess of 10 percent of the value of the total assets of the Acquiring Registered Company, respectively.  If the Acquiring Investment Company is a Private Investment Fund, the Private Investment Fund and any

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company or companies controlled by such Private Investment Fund (collectively, the “Acquiring Private Fund”) may not purchase or otherwise acquire any securities issued by a registered investment company (the “Acquired Registered Company”) if the Acquiring Private Fund owns in the aggregate more than 3 percent of the total outstanding voting stock of the Acquired Registered Company.  Section 12(d)(1)(A) does not limit the amount of securities of a Private Investment Fund that may be acquired by an Acquiring Registered Fund, and only imposes the 3% limitation, not the 5% or 10% limitations, on acquisitions of an Acquired Registered Company by an Acquiring Private Fund.

Section 12(d)(1)(A) does not distinguish between “affiliated” funds and “unaffiliated” funds, and, as discussed in this letter below, Congress did not intend for Section 12(d)(1)(A) to apply only to unaffiliated funds.

The Fund’s investments in Registered Investment Funds and Private Investment Funds, including those that are Affiliated Investment Funds, pursuant to the Investment Fund Policy are subject to the limitations of Section 12(d)(1)(A).  The Fund will only purchase securities of Registered Investment Funds and Private Investment Funds as would be consistent with Section 12(d)(1)(A) and will not invest in Registered Investment Funds and Private Investment Funds, including those that are Affiliated Investment Funds, in excess of the level of investments specifically permitted by Section 12(d)(1)(A).

Other Investment Vehicles, which are not “investment companies,” are not subject to the restrictions of Section 12(d)(1).   The Fund may therefore invest in such Other Investment Vehicles, including those that are Affiliated Investment Funds, up to the limits and subject to the restrictions set forth in the Fund’s Prospectus, which are intended, among other things, to provide that investments in affiliated Other Investment Vehicles would comply with the exception set forth in Section 17(a)(1)(B).

Section 17(a).  Section 17(a) of the 1940 Act prohibits any affiliated person or promoter of or principal underwriter for a registered investment company, or any affiliated person of such affiliated person, promoter or principal underwriter, acting as principal, (1) knowingly to sell any security or other property to such registered investment company or to any company controlled by such registered company (other than securities of which the seller is the issuer and which are part of a general offering to the holders of a class of its securities) or (2) knowingly to purchase from such registered investment company or from any company controlled by such registered company any security or other property (except securities of which such registered investment company is the issuer).

The legislative history of Section 17(a) indicates Congressional concern that “unscrupulous individuals in control of investment companies have not hesitated to engage in self-dealing; that is, transactions between officers, directors and similar persons and the investment companies with which they are associated.  These individuals have sold worthless securities at extravagant prices to their controlled companies [and] have purchased securities and other property from such companies at unfairly low prices . . . .” H.R. Rep. No. 2639 (76th Cong., 3rd Sess., June 18, 1940).

Pursuant to the exception in clause (B) of Section 17(a)(1), a registered investment company may purchase securities from an affiliated person if (i) the affiliated person is the issuer of such securities and (ii) the securities are purchased by the registered investment company as part of a general offering of such securities and are purchased by the registered investment company on the same terms as such securities are generally offered.  As discussed below in this letter, Congress did not intend investments in Registered Investment Funds and Private Investment Funds specifically permitted by Section 12(d)(1) to be restricted by Sections 17(a) and 17(d) and Rule 17d-1 understanding that, in light of the structure of Section 17(a), such purchases fit the exception for sales to an affiliated principal that are part of a general offering of securities and that Section 17(d) does not apply
to such discrete principal transactions.  Thus, pursuant to the Fund’s Investment Fund Policy, the Fund will only i